gem governance summit an introduction to governance models and practices
TRANSCRIPT
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GEM Governance SummitAn Introduction to
Governance Models and Practices
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A Board ≠ A Board
Great Variation In GEM Member Pool Boards
Size
How Directors become Directors
Structure
Function
7 - 122 Directors
Appointed
Elected
0 - 8 Committees
Manage & Policy
Policy Only
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Is there a ‘right’ and a wrong way of governing? There is no single ‘right’ way – but there are
many wrong ways Each organization is different – but they have
in common: The basic responsibilities of Boards Some best practices of governance
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Today we’ll touch on: Organizational roles Basic Board responsibilities Different models of governance Best practices for governance
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4 Organizational Roles Ownership: Having the legal or moral right to an
organization. The source of the board’s authority to govern.
Governance: Determining and making the policy for the affairs of an organization
Management: Controlling and directing of the affairs of an organization.
Operations: Carrying out the functional activities of an organization.
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Relationship of Organizational Roles
Ownership
Governance
Management
Operations
Management is the link between
Governance & Operations
Governance is the link between
Ownership & Management
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3 Board Roles Leadership & decision making Assure accountability Representation
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Role: Decision making & leadership Set organizational direction
Mission Values and culture Vision and strategy for the future
Stewardship of Resources Financial Risk management Human Resources
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Role: Accountability- Here is where the buck stops
Monitor Effectiveness Board Performance CEO Performance Organizational Performance
Communication Transparency of process & decisions to “owners”
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Role: Representation Represents the ‘owners’
Act in interest of the organization – not self-interest
Sustain the Board Board orientation Board and leadership succession
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Models of Representation
Partnership
• Board acts as a team
• Directors seen as bringing skills to the organization
• May be appointed or be elected by ‘general’ membership
• Decisions usually by consensus (even if there are formal votes)
Stakeholder
• Stakeholder groups elect representatives
• Directors represent a constituency
• Board may mediate between interests
• Decisions usually by consensus (even if there are formal votes)
Partnership
• Each member organization has a representative
• Board often manages & organizes the organization’s activities
• Members may negotiates among each other
• Decisions typically made by voting
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Models of Decision Making & Leadership: A Continuum
Carver PolicyGovernance
Results OrientatedBoard
Traditional PolicyBoard
involvement in Day to Day OperationsLEAST MOSTManagementBoard
OperationalBoard
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Governance & Management RolesCarver Policy
Governance
Results – Oriented
Board
Traditional Policy Board
Management Board
Operational Board
Governance Board Board Board
Executive Committee
Board Board
Management CEO CEO CEO Executive Committee
Board
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Board & Staff RelationshipCarver Policy
Governance
Results Oriented
Board
Traditional Policy Board
Management Board
Operational Board
Directive Policy Ends & Limitations to
CEO
Policy Approval by
Board
Policy Approval by Board
Policy Approval by Board
Operations to Staff
Policy Approval by Board
Delegative Management to CEO
Management to CEO
Governance to Executive Committee
Management to CEO
Management to Executive Committee
Management & Operations
Committees & Task Groups
Collaborative Board & CEO roles distinct
Policy Development led by CEO
Policy Influenced by CEO
Management influenced by
Board
Board Member & Staff
Influence Management &
Operations
Board Members & Volunteers Governance Management Operations
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Board Best Practices Have clarity
Roles for Board, Committees and CEO The delegation of authority and accountability Collaborative and decision making process
Have as few standing committees as possible Use committees to
‘grow’ Board members Increase agility of decision making Special tasks
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Board Best Practices Govern as a group with one voice
Once a decision is made support it Individual directors have no authority unless
clearly delegated by the Board Act on behalf of the organization as a whole
And if not make self-interest clear
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Board Best Practices Set criteria for success Systematically monitor/evaluate:
Whether criteria for success are being met Whether programs and services are serving the
mission or purpose of the organization
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Board Best Practices Pay attention to the organizational culture
Values Code of ethics Behavioral expectations
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Organizational Structure
There is no such thing as the one right organization. There are only organizations, each of which has distinct strengths, distinct limitations and specific applications. It is a tool for making people productive in working together. As such, a given organizational structure fits certain tasks in certain conditions and at certain times.
Peter F. Drucker